Gray Television, Inc. (“Gray”) (NYSE: GTN) has agreed to acquire all outstanding shares of Meredith Corporation (“Meredith”) for approximately $14.50 per share in cash, or $2.7 billion in total enterprise value after the spin off of Meredith’s National Media Group to the current Meredith shareholders. The parties expect to close the transaction in the fourth quarter of 2021.

Immediately prior to closing this acquisition, Meredith will spin off to its existing shareholders its National Media Group operating division, which owns the nation’s largest portfolio of magazines as well as digital and marketing assets. At the closing, Gray will acquire Meredith’s other operating division, known as the Local Media Group, which owns the following 17 television stations in 12 local markets: WGCL (CBS) / WPCH (Independent), Atlanta, Georgia (DMA 7) KPHO (CBS) / KTVK (Independent), Phoenix, Arizona (DMA 11) KPTV (FOX) / KPDX (MyNetwork), Portland, Oregon (DMA 21) KMOV (CBS), St. Louis, Missouri (DMA 23) WSMV (NBC), Nashville, Tennessee (DMA 29) WFSB (CBS), Hartford-New Haven, Connecticut (DMA 32) KCTV (CBS) / KSMO (MyNetwork), Kansas City, Missouri, (DMA 34) WHNS (FOX), Greenville-Spartanburg, South Carolina (DMA 35) KVVU (FOX), Las Vegas, Nevada (DMA 40) WALA (FOX), Mobile, Alabama (DMA 57) WNEM (CBS), Flint-Saginaw, Michigan (DMA 73) WGGB (ABC & FOX) / WSHM-LD (CBS), Springfield, Massachusetts (DMA 116)

Gray currently operates in only one of these television markets, the Flint-Saginaw DMA. To facilitate regulatory approvals for this transaction, Gray will divest its ABC affiliate in the market, WJRT-TV, to an independent third-party no later than the closing of the Meredith acquisition.

With a combined net revenue exceeding $3.1 billion on a blended 2019/2020 basis, Gray’s acquisition of Meredith’s television stations will transform Gray into the nation’s second largest television broadcaster. Gray’s portfolio of television stations, including all announced transactions and less divestitures, will serve 113 local markets reaching approximately 36 percent of US television households.

The transaction augments Gray’s position as the largest owner of top-rated local television stations and digital assets in the United States, with a pro forma portfolio including 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station according to Comscore’s audience measurement data.

Gray’s Executive Chairman and CEO Hilton H. Howell commented, “The television station portfolios, company cultures, and commitments to localism of Gray and Meredith are highly complementary. We are very excited to acquire Meredith’s excellent television stations, and we look forward to welcoming its employees into the Gray family. Moreover, Gray’s Board and shareholders are deeply appreciative of the tireless efforts of our team led by Kevin Latek and Jim Ryan on this transaction and our other recently announced significant transactions. Building on our successes throughout 2020 and just the first few months of 2021, Gray Television clearly has an even stronger and brighter future than ever!”